HAWKINS INC

Previous wording

The following is a discussion and analysis of our financial condition and results of operations for the three months ended June 30, 2024 as compared to the similar period ended July 2, 2023. This discussion should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in this quarterly report on Form 10-Q and Item 8 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

Current wording

The following is a discussion and analysis of our financial condition and results of operations for the six months ended September 29, 2024 as compared to the similar period ended October 1, 2023. This discussion should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in this quarterly report on Form 10-Q and Item 8 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

Previous wording

On June 3, 2024, we acquired substantially all the assets of Intercoastal Trading, Inc. and certain related entities ("Intercoastal") for $22.0 million. Intercoastal distributes water treatment chemicals and equipment to its customers in Maryland, Delaware and Virginia. The purchase price allocation is not yet complete due to the timing of the acquisition. The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Current wording

On June 3, 2024, we acquired substantially all the assets of Intercoastal Trading, Inc. and certain related entities ("Intercoastal") for $22.0 million. Intercoastal distributes water treatment chemicals and equipment to its customers in Maryland, Delaware and Virginia. The results of operations since the acquisition date and the assets are included in our Water Treatment segment.

Previous wording

Sales were $255.9 million for the three months ended June 30, 2024, an increase of $4.8 million, or 2%, from sales of $251.1 million in the same period a year ago. Increased sales in our Water Treatment segment more than offset decreased sales in our Industrial and Health and Nutrition segments.

Current wording

Sales were $247.0 million for the three months ended September 29, 2024, an increase of $10.5 million, or 4%, from sales of $236.5 million in the same period a year ago. Increased sales in our Water Treatment segment more than offset sales softness in our Industrial and Health and Nutrition segments.

Previous wording

Water Treatment Segment. Water Treatment segment sales increased $23.5 million, or 25%, to $117.2 million for the three months ended June 30, 2024, from sales of $93.7 million in the same period a year ago. Sales of bulk commodity products in the Water Treatment segment were approximately 9% of sales dollars in the three months ended June 30, 2024 and 8% in the same period a year ago. Sales increased as a result of added sales from acquired businesses.

Current wording

Water Treatment Segment. Water Treatment segment sales increased $23.6 million, or 23%, to $124.5 million for the three months ended September 29, 2024, from sales of $100.9 million in the same period a year ago. Sales of bulk commodity products in the Water Treatment segment were approximately 8% of sales dollars for both the three months ended September 29, 2024 and in the same period a year ago. Sales increased as a result of added sales from acquired businesses.

Previous wording

Industrial Segment. Industrial segment sales decreased $17.7 million or 15%, to $103.2 million for the three months ended June 30, 2024, from sales of $120.9 million in the same period a year ago. Sales of bulk commodity products in the Industrial segment were approximately 13% of sales dollars in both the three months ended June 30, 2024 and the same period of the prior year. The decrease in sales was primarily driven by lower selling prices on certain products driven by lower raw material costs and competitive pricing pressures.

Current wording

Industrial Segment. Industrial segment sales decreased $8.6 million or 9%, to $89.9 million for the three months ended September 29, 2024, from sales of $98.5 million in the same period a year ago. Sales of bulk commodity products in the Industrial segment were approximately 15% of sales dollars in the three months ended September 29, 2024 and 13% in the same period a year ago. Although overall volumes increased slightly year over year, sales decreased as a result of lower selling prices on certain products, driven by lower raw material costs and competitive pricing actions.

Previous wording

Health & Nutrition Segment. Health and Nutrition segment sales decreased $1.1 million, or 3%, to $35.5 million for the three months ended June 30, 2024, from sales of $36.6 million in the same period a year ago. Decreased sales of our manufactured products were largely offset by increased sales of our specialty distributed products.

Current wording

Health & Nutrition Segment. Health and Nutrition segment sales decreased $4.5 million, or 12%, to $32.6 million for the three months ended September 29, 2024, from sales of $37.1 million in the same period a year ago. Sales decreased due to lower sales of our manufactured products driven by reduced volumes and selling prices due to decreased demand for certain of our products.

Previous wording

Selling, general and administrative (“SG&A”) expenses increased $5.4 million, or 28%, to $24.9 million, or 10% of sales, for the three months ended June 30, 2024, from $19.5 million, or 8% of sales, in the same period a year ago. Expenses increased primarily due to added costs from the acquired businesses in our Water Treatment segment and increased variable pay.

Current wording

Selling, general and administrative (“SG&A”) expenses increased $5.6 million, or 27%, to $26.5 million, or 11% of sales, for the three months ended September 29, 2024, from $20.9 million, or 9% of sales, in the same period a year ago. Expenses increased primarily due to $3.8 million in added costs from the acquired businesses in our Water Treatment segment, including amortization of intangibles of $1.5 million. In addition, a year-over-year increase of $1.0 million in compensation expense related to our non-qualified deferred compensation plan increased SG&A expenses, with the offset in other income.

Previous wording

Operating income increased $7.3 million, or 22%, to $39.8 million, or 16% of sales, for the three months ended June 30, 2024, from $32.5 million, or 13% of sales, in the same period a year ago due to the combined impact of the factors discussed above.

Current wording

Operating income increased $0.7 million, or 2%, to $33.7 million, or 14% of sales, for the three months ended September 29, 2024, from $33.0 million, or 14% of sales, in the same period a year ago due to the combined impact of the factors discussed above.

Previous wording

Interest expense was $1.3 million for the three months ended June 30, 2024 and $1.1 million the same period a year ago. Interest expense increased slightly due to an increase in outstanding borrowings in the current year as compared to a year ago as well as a slightly higher interest rate.

Current wording

Interest expense was $1.4 million for the three months ended September 29, 2024 and $0.7 million the same period a year ago. Interest expense increased due to an increase in outstanding borrowings in the current year as compared to a year ago as well as a slightly higher interest rate.

Previous wording

Gross profit increased $12.7 million, or 24%, to $64.7 million, or 25% of sales, for the three months ended June 30, 2024, from $52.0 million, or 21% of sales, in the same period a year ago. During the three months ended June 30, 2024, the LIFO reserve increased, and gross profit decreased, by $0.4 million due primarily to an increase in our forecasted year-end quantities. In the same quarter a year ago, the LIFO reserve decreased, and gross profit increased, by $0.2 million.

Current wording

Gross profit increased $19.0 million, or 18%, to $124.9 million, or 25% of sales, for the six months ended September 29, 2024, from $105.9 million, or 22% of sales, in the same period a year ago. During the six months ended September 29, 2024, the LIFO reserve increased, and gross profit decreased, by $0.4 million due primarily to an increase in our forecasted year-end quantities. In the same quarter a year ago, the LIFO reserve decreased, and gross profit increased, by $3.4 million.

Previous wording

Water Treatment Segment. Gross profit for the Water Treatment segment increased $8.6 million, or 33%, to $35.0 million, or 30% of sales, for the three months ended June 30, 2024, from $26.4 million, or 28% of sales, in the same period a year ago. During the three months ended June 30, 2024, the LIFO reserve increased, and gross profit decreased, by $0.2 million due primarily to increased raw material costs. In the same quarter a year ago, the LIFO reserve increased, and gross profit decreased, by $0.1 million. Gross profit increased primarily as a result of increased sales from our acquired businesses.

Current wording

Water Treatment Segment. Gross profit for the Water Treatment segment increased $14.8 million, or 27%, to $70.5 million, or 29% of sales, for the six months ended September 29, 2024, from $55.7 million, or 29% of sales, in the same period a year ago. During the six months ended September 29, 2024, the LIFO reserve increased, and gross profit decreased, by $0.2 million. In the same quarter a year ago, the LIFO reserve decreased, and gross profit increased, by $0.5 million. Gross profit increased primarily as a result of increased sales from our acquired businesses.

Previous wording

Industrial Segment. Gross profit for the Industrial segment increased $2.6 million, or 13%, to $21.9 million, or 21% of sales, for the three months ended June 30, 2024, from $19.3 million, or 16% of sales, in the same period a year ago. During the three months ended June 30, 2024, the LIFO reserve increased, and gross profit decreased, by $0.2 million due primarily to an increase in our forecasted year-end quantities. In the same quarter a year ago, the LIFO reserve decreased, and gross profit increased, by $0.3 million. Gross profit increased as a result of higher unit margins on certain products.

Current wording

Industrial Segment. Gross profit for the Industrial segment increased $2.9 million, or 8% to $40.1 million, or 21% of sales, for the six months ended September 29, 2024, and $37.2 million, or 17% of sales, in the same period a year ago. During the six months ended September 29, 2024, the LIFO reserve increased, and gross profit decreased, by $0.2 million. In the same quarter a year ago, the LIFO reserve decreased, and gross profit increased, by $3.0 million. Gross profit increased as a result of increased volumes of certain products and product mix changes.

Previous wording

Health and Nutrition Segment. Gross profit for our Health and Nutrition segment increased $1.5 million, or 24%, to $7.8 million, or 22% of sales, for the three months ended June 30, 2024, from $6.3 million, or 17% of sales, in the same period a year ago. Gross profit increased as a result of higher margins on certain products.

Current wording

Health and Nutrition Segment. Gross profit for our Health and Nutrition segment increased $1.2 million, or 9%, to $14.2 million, or 21% of sales, for the six months ended September 29, 2024, from $13.0 million, or 18% of sales, in the same period a year ago. Gross profit increased as a result of product mix changes.

Previous wording

Other income was $0.2 million for the three months ended June 30, 2024 compared to $0.3 million in the same period a year ago. The income represents gains recorded on investments held for our non-qualified deferred compensation plan. The amounts recorded as a gain were offset by similar amounts recorded as an increase to compensation expense within SG&A expenses.

Current wording

Other income was $0.7 million for the six months ended September 29, 2024 compared to a nominal amount in the same period a year ago. The current year income represents gains recorded on investments held for our non-qualified deferred compensation plan. The amounts recorded as a gain were offset by similar amounts recorded as an increase to compensation expense within SG&A expenses.

Previous wording

Our effective income tax rate was 25% for the three months ended June 30, 2024 and 26% for the three months ended July 2, 2023. The effective tax rate in the first quarter of both years was impacted by favorable tax provision adjustments recorded. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes. Our effective tax rate for the full year is expected to be approximately 26-27%.

Current wording

Our effective income tax rate was 26% for the six months ended September 29, 2024 and 27% the six months ended October 1, 2023. The effective tax rate in the first six months of the current year was impacted by favorable tax provision adjustments recorded. The effective tax rate is impacted by projected levels of annual taxable income, permanent items, and state taxes. Our effective tax rate for the full year is currently expected to be approximately 26-27%.

Previous wording

Cash was $8.9 million at June 30, 2024, an increase of $1.7 million as compared with the $7.2 million available as of March 31, 2024.

Current wording

Cash was $7.5 million at September 29, 2024, an increase of $0.3 million as compared with the $7.2 million available as of March 31, 2024.

Previous wording

Cash provided by operating activities was $17.6 million for the three months ended June 30, 2024, compared to cash provided by operating activities of $34.9 million in the same period a year ago. The year-over-year decrease in cash provided by operating activities in the first three months of the current year was primarily driven by unfavorable year-over-year changes in inventory and accounts payable, slightly offset by increased net income compared to the same period a year ago. Due to the nature of our operations, which includes purchases of large quantities of bulk chemicals, the timing of purchases can result in significant changes in working capital investment and the resulting operating cash flow.

Current wording

Cash provided by operating activities was $59.2 million for the six months ended September 29, 2024, compared to cash provided by operating activities of $92.6 million in the same period a year ago. The year-over-year decrease in cash provided by operating activities in the first six months of the current year was primarily driven by unfavorable year-over-year changes in inventory and accounts payable, slightly offset by increased net income compared to the same period a year ago. Due to the nature of our operations, which includes purchases of large quantities of bulk chemicals, the timing of purchases can result in significant changes in working capital investment and the resulting operating cash flow.

Previous wording

Cash used in investing activities was $35.8 million for the three months ended June 30, 2024, compared to $7.8 million in the same period a year ago. In the first three months of the current year, we incurred acquisition spending of $25.4 million, with the acquisitions of Intercoastal for $22.0 million and Wofford for $3.4 million. Capital expenditures were $10.6 million for the three months ended June 30, 2024, compared to $7.9 million in the same period a year ago. In the first quarter of fiscal 2025, we purchased a building in Texas for $2.5 million and had larger investments in equipment, resulting in larger overall capital expenditures compared to the prior year. In the prior year, we invested $5.1 million to complete an expansion of one of our Minnesota manufacturing facilities.

Current wording

Cash used in investing activities was $46.3 million for the six months ended September 29, 2024, compared to $19.9 million in the same period a year ago. In the first six months of the current year, we incurred acquisition spending of $25.4 million, with the acquisitions of Intercoastal for $22.0 million and Wofford for $3.4 million. Capital expenditures were $21.3 million for the six months ended September 29, 2024, compared to $16.9 million in the same period a year ago. In the first six months of fiscal 2025, we purchased a building in Texas for $2.5 million and had more investments in equipment and containers, resulting in an increase in overall capital expenditures compared to the prior year. In the prior year, we invested $5.1 million to complete an expansion of one of our Minnesota manufacturing facilities.

Previous wording

Cash provided by financing activities was $20.0 million for the three months ended June 30, 2024, compared to $27.6 million of cash used in financing activities in the same period a year ago. Included in financing activities in the first three months of the current year were net debt proceeds of $35.0 million, compared to net debt payments of $23.4 million in the first three months of the prior year. In addition, we repurchased $9.1 million of our common stock in the first three months of the current year, compared to no shares being repurchased in the same period of the prior year.

Current wording

Cash used in by financing activities was $12.5 million for the six months ended September 29, 2024, compared to $69.3 million of cash used in financing activities in the same period a year ago. Included in financing activities in the first six months of the current year were net debt proceeds of $5.0 million, compared to net debt payments of $52.0 million in the first six months of the prior year. In addition, we repurchased $9.1 million of our common stock in the first six months of the current year, compared to $9.8 million in the same period of the prior year.

Previous wording

Our Board has authorized the repurchase of up to 2.6 million shares of our outstanding common shares. The shares may be purchased on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. The primary objective of the share repurchase program is to offset the impact of dilution from issuances relating to employee and director equity grants and our employee stock purchase program. During the three months ended June 30, 2024, we repurchased 105,541 shares of common stock with an aggregate purchase price of $9.1 million. During the three months ended July 2, 2023, no shares were repurchased. As of June 30, 2024, 831,946 shares remained available to be repurchased under the share repurchase program.

Current wording

Our Board has authorized the repurchase of up to 2.6 million shares of our outstanding common shares. The shares may be purchased on the open market or in privately negotiated transactions subject to applicable securities laws and regulations. The primary objective of the share repurchase program is to offset the impact of dilution from issuances relating to employee and director equity grants and our employee stock purchase program. During the six months ended September 29, 2024, we repurchased 105,541 shares of common stock with an aggregate purchase price of $9.1 million. During the six months ended October 1, 2023,we repurchased 167,796 shares of common stock with an aggregate purchase price of $9.8 million. As of September 29, 2024, 831,946 shares remained available to be repurchased under the share repurchase program.

Previous wording

We are party to a second amended and restated credit agreement (the “Credit Agreement”) with U.S. Bank National Association (“U.S. Bank”) as Sole Lead Arranger and Sole Book Runner, and other lenders from time to time party thereto (collectively, the “Lenders”), whereby U.S. Bank is also serving as Administrative Agent. The Credit Agreement refinanced the revolving loan under our previous credit agreement with U.S. Bank and provides us with senior secured revolving credit facilities (the “Revolving Loan Facility”) totaling $250 million. The Revolving Loan Facility includes a $10 million letter of credit subfacility and $25 million swingline subfacility. The Revolving Loan Facility has a five-year maturity date, maturing on April 30, 2027. The Revolving Loan Facility is secured by substantially all of our personal property assets and those of our subsidiaries. We may use the amount available under the Revolving Loan Facility for working capital, capital expenditures, share repurchases, restricted payments and acquisitions permitted under the Credit Agreement, and other general corporate purposes.

Current wording

We are party to a second amended and restated credit agreement (the “Credit Agreement”) with U.S. Bank National Association (“U.S. Bank”) as Sole Lead Arranger and Sole Book Runner, and other lenders from time to time party thereto (collectively, the “Lenders”), whereby U.S. Bank is also serving as Administrative Agent. The Credit Agreement refinanced the revolving loan under our previous credit agreement with U.S. Bank and provides us with senior secured revolving credit facilities (the “Revolving Loan Facility”) totaling $250 million. The Revolving Loan Facility includes a $10 million letter of credit subfacility and $25 million swingline subfacility. The Revolving Loan Facility has a five-year maturity date, maturing on April 30, 2027. The Revolving Loan Facility is secured by substantially all of our personal property assets and those of our subsidiaries. We may use the amount available under the Revolving Loan Facility for working capital, capital expenditures,

Previous wording

Borrowings under the Revolving Loan Facility bear interest at a rate per annum equal to one of the following, plus, in both cases, an applicable margin based upon our leverage ratio: (a) Term SOFR, which includes a credit spread adjustment of 0.10%, for an interest period of one, three or six months as selected by us, reset at the end of the selected interest period, or (b) a base rate determined by reference to the highest of (1) U. S. Bank’s prime rate, (2) the Federal Funds Effective Rate plus 0.5%, or (3) one-month Term SOFR for U.S. dollars plus 1.0%. The Term SOFR margin is between 0.85% and 1.35%, depending on our leverage ratio. The base rate margin is between 0.00% and 0.35%, depending on our leverage ratio. At June 30, 2024, the effective interest rate on our borrowings was 4.8%.

Current wording

Borrowings under the Revolving Loan Facility bear interest at a rate per annum equal to one of the following, plus, in both cases, an applicable margin based upon our leverage ratio: (a) Term SOFR, which includes a credit spread adjustment of 0.10%, for an interest period of one, three or six months as selected by us, reset at the end of the selected interest period, or (b) a base rate determined by reference to the highest of (1) U. S. Bank’s prime rate, (2) the Federal Funds Effective Rate plus 0.5%, or (3) one-month Term SOFR for U.S. dollars plus 1.0%. The Term SOFR margin is between 0.85% and 1.35%, depending on our leverage ratio. The base rate margin is between 0.00% and 0.35%, depending on our leverage ratio. At September 29, 2024, the effective interest rate on our borrowings was 4.5%.

Previous wording

The Credit Agreement requires us to maintain (a) a minimum fixed charge coverage ratio of 1.15 to 1.00 and (b) a maximum total cash flow leverage ratio of 3.0 to 1.0. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict our ability to incur additional indebtedness, dispose of significant assets, make certain investments, including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions, grant liens on our assets or enter into rate management transactions, subject to certain limitations. We are permitted to make distributions, pay dividends and repurchase shares so long as no default or event of default exists

Current wording

The Credit Agreement requires us to maintain (a) a minimum fixed charge coverage ratio of 1.15 to 1.00 and (b) a maximum total cash flow leverage ratio of 3.0 to 1.0. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict our ability to incur additional indebtedness, dispose of significant assets, make certain investments, including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions, grant liens on our assets or enter into rate management transactions, subject to certain limitations. We are permitted to make distributions, pay dividends and repurchase shares so long as no default or event of default exists or would exist as a result thereof. We were in compliance with all covenants of the Credit Agreement as of September 29, 2024 and expect to remain in compliance with all covenants for the next 12 months.